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Rebuff Reality

Premium virtual reality (VR) hardware accessories purchasable in a VR online shopping environment

  • $87,100Amount raised
  • $1,000Minimum
  • $25,000,000Valuation cap

Purchased securities are not listed on any exchange. A secondary market for these securities does not currently exist and may never develop. You should not purchase these securities with the expectation that one eventually will.

Rebuff Reality is offering securities under both Regulation CF and Regulation D through SI Securities, LLC ("SI Securities"). SI Securities is an affiliate of SeedInvest Technology, LLC, a registered broker-dealer, and member FINRA/SIPC. SI Securities will receive cash compensation equal to 7.50% of the value of the securities sold and equity compensation equal to 5.00% of the number of securities sold. Investments made under both Regulation CF and Regulation D involve a high degree of risk and those investors who cannot afford to lose their entire investment should not invest. Furthermore, this profile may contain forward-looking statements and information relating to, among other things, the company, its business plan and strategy, and its industry. Investors should review the risks and disclosures in the offering's draft. The contents of this profile are meant to be a summary of the information found in the company’s Form C. Before making an investment decision, investors should review the company’s Form C for a complete description of its business and offering information, a copy of which may be found both here and below.


Company Highlights

  • Achieved over $4.7M in revenue in 2021, representing a 81% profit-driven CAGR over 3 years (since 2019) (unaudited)
  • Established brand in VR accessories with over 50 products & 100,000 units shipped to 70+ countries globally
  • Highly targeted in-VR shopping platform, a future-focused way for owners of VR headsets to experience and buy VR products
  • Officially licensed "VIVE Ready" products, and distribution agreements in place channeling to major big-box retailers
  • User analytics system to capture user purchase and movement behavior in 3D space in VR, allowing for software-speed iterations of physical presence spaces in VR

Fundraise Highlights

  • Total Amount Raised: US $87,100
  • Total Round Size: US $3,000,000
  • Raise Description:  Seed
  • Minimum Investment:  US $1,000 per investor
  • Security Type:  SAFE Note  (SWIFT)
  • Offering Type:   Side by Side Offering

The future of the metaverse will depend on technology that can provide users totally immersive, comfortable experiences. Rebuff Reality creates hardware accessories to amplify existing VR/AR products and a fun, immersive way to shop for them.


Metaverse Problems

It is no longer an idea from science fiction, but a daily reality for tens of millions of people around the world: users spend a large percentage of their time within VR / AR / MR. Users demand uninterrupted experiences (power), total immersion as opposed to head- or hands-only (full-body tracking), a crystal-clear sound environment (audio), and a genuinely enjoyable experience without hiccups (comfort), among other features.

Rebuff your Reality

With a highly diversified product portfolio of over 50 accessories and peripherals, Rebuff Reality aims to attack all of the above problems on multiple fronts. VR Power provides 6-10 hours of playtime on the Oculus Quest, while acting as a counter-weight and improving comfort. TrackStrap and its powered version, TrackStrap Plus, are leading solutions for enabling full-body tracking when paired with the VIVE Tracker. VR Ears is one of the first ever cross-platform, off-ear speakers that work on all popular VR headsets and provides a deep level of audio immersion. We also carry Facial Foam Replacement, HeadStrap, Saber Grips, Lens Protectors, and more. Each product was designed with features that aim to solve many of the prevailing problems in the XR market.

The Immersion Age of Shopping

The explosion of online shopping and its ability to deliver the "long tail" - or near infinite selection of products, reviews, cost reductions, etc. - can be defined as part of the Information Age. However, the Metaverse is distinct in that it can provide superior immersion compared to 2D, allowing a high level of product interaction, where users experience all of the features before buying and have fun shopping online. Rebuff Reality's VR Shop, an XR experience that runs in a web browser, is a fully immersive shopping experience that allows users to deeply engage with brands from the comfort of their home.

Pitch Deck

Media Mentions

The Team

Founders and Officers

Joe Sciacchetano

Founder & CEO

Joe has more than 8 years experience in corporate development and venture investment, working with small startups and large publicly traded companies. Joe sets the strategic direction for Rebuff as well as using data-driven decision making to generate profit-driven organic growth. 

He founded LC Clearinghouse out of college, a commodities trading firm, before working in finance at Merrill Lynch followed by Kinyoon Group. He later worked at gaming companies Sanqi Entertainment and Skymoons Interactive(acquired by Iqiyi), where he developed opportunities related to cross-border venture investment and M&A. 

Since leaving school early to see The Matrix, Joe has always had an intense passion for Virtual Reality and deep connection to future of the metaverse. He also skipped a grade and graduated college a year early with a degree in Philosophy, with a focus on the "brain in the vat" argument.

Joe Sciacchetano

Founder & CEO

Joe has more than 8 years experience in corporate development and venture investment, working with small startups and large publicly traded companies. Joe sets the strategic direction for Rebuff as well as using data-driven decision making to generate profit-driven organic growth. 

He founded LC Clearinghouse out of college, a commodities trading firm, before working in finance at Merrill Lynch followed by Kinyoon Group. He later worked at gaming companies Sanqi Entertainment and Skymoons Interactive(acquired by Iqiyi), where he developed opportunities related to cross-border venture investment and M&A. 

Since leaving school early to see The Matrix, Joe has always had an intense passion for Virtual Reality and deep connection to future of the metaverse. He also skipped a grade and graduated college a year early with a degree in Philosophy, with a focus on the "brain in the vat" argument.

Yin Wang

Creative Director

Yin was the first hire at a creative design studio in NYC that he helped build into a team of 20 highly imaginative individuals. He has 8+ years of experience working as Art Director/Designer/Production Artist with world leading brands such as Facebook, Google, Reebok, and more.

Yin was able to create 100+ designs for some of the above-mentioned brands, as well as successful new product launch campaigns for up-and-coming high-growth companies.

At Rebuff, Yin leads the creative vision for all design initiatives including industrial design of our hardware products, software design of VR Shop, and visual direction for our Metaverse Marketplace.

Always passionate in arts growing up, Yin decided to pursuit a career in this field, and graduated with a Bachelor's degree in graphic design from Queens College NYC.

Yin Wang

Creative Director

Yin was the first hire at a creative design studio in NYC that he helped build into a team of 20 highly imaginative individuals. He has 8+ years of experience working as Art Director/Designer/Production Artist with world leading brands such as Facebook, Google, Reebok, and more.

Yin was able to create 100+ designs for some of the above-mentioned brands, as well as successful new product launch campaigns for up-and-coming high-growth companies.

At Rebuff, Yin leads the creative vision for all design initiatives including industrial design of our hardware products, software design of VR Shop, and visual direction for our Metaverse Marketplace.

Always passionate in arts growing up, Yin decided to pursuit a career in this field, and graduated with a Bachelor's degree in graphic design from Queens College NYC.

Aaron Waplington

Chief Operating Officer

Aaron has 17 years experience in the consumer electronics industry going from concept to customer. This led to him to work as the Asia Pacific Director for Tymphany (an Audio products manufacturer) where he worked with brands such as Beats, Sonos, Bose, Harman.

Later, he was invited to join Eastech as GM of operations – Premier Sound Group. He led global teams to design and build a brand-new automated transducer production facility, that supplied branded audio to some of the worlds leading car manufactures.

At Rebuff, Aaron leads the hardware product development, manufacturing/supply chain, and logistics teams. He studied electronics systems engineering at Edith Cowan University, leaving to purchase a loudspeaker factory which he owned for over 6 years.

Aaron Waplington

Chief Operating Officer

Aaron has 17 years experience in the consumer electronics industry going from concept to customer. This led to him to work as the Asia Pacific Director for Tymphany (an Audio products manufacturer) where he worked with brands such as Beats, Sonos, Bose, Harman.

Later, he was invited to join Eastech as GM of operations – Premier Sound Group. He led global teams to design and build a brand-new automated transducer production facility, that supplied branded audio to some of the worlds leading car manufactures.

At Rebuff, Aaron leads the hardware product development, manufacturing/supply chain, and logistics teams. He studied electronics systems engineering at Edith Cowan University, leaving to purchase a loudspeaker factory which he owned for over 6 years.

Term Sheet

A Side by Side offering refers to a deal that is raising capital under two offering types. Investments made through the SeedInvest platform are offered via Regulation CF and subject to investment limitations further described in the Form C and/or subscription documents. Investments made outside of the SeedInvest platform are offered via Regulation D and requires one to be a verified accredited investor in order to be eligible to invest.

Fundraising Description

  • Round type:
    Seed

  • Round size:
    US $3,000,000

  • Raised to date:
    US $87,100
    US $87,100 (under Reg CF only)

  • Minimum investment:
    US $1,000

  • Target Minimum:
    US $250,000
  • Key Terms

  • Security Type:
    Tiered SAFE Note  (SWIFT)

  • Conversion discount:
    20.0%

  • Valuation Cap:
    US $20,000,000 no later than Jun 17, 2022
    US $22,500,000 no later than Jun 24, 2022
  • Additional Terms

  • You are investing in a SAFE:

    You are investing in a SAFE, not a convertible note. A SAFE is a convertible security that is not debt, while a convertible note is debt. A convertible note includes an interest rate and maturity date, at which time a noteholder would be able to demand repayment. A SAFE does not have these features. In addition, your investment in a SAFE will be subordinate to true unsecured debt. Both SAFEs and convertible notes convert into equity in a future priced equity round, but there is a chance they will never convert to equity. For SAFE’s in particular, again, there is no interest and no maturity, and repayment is not required.


  • Custody of Securities:

    Investors who invest less than $50,000 will have their securities held in trust with a Custodian that will serve as a single shareholder of record. These investors will be subject to the Custodian’s Account Agreement, including the electronic delivery of all required information. 


  • Closing conditions:
    While Rebuff Reality has set an overall target minimum of US $250,000 for the round, Rebuff Reality must raise at least US $25,000 of that amount through the Regulation CF portion of their raise before being able to conduct a close on any investments made via Regulation CF. For further information please refer to Rebuff Reality's Form C.

  • Regulation CF cap:
    While Rebuff Reality is offering up to US $3,000,000 worth of securities in its Seed, only up to US $1,070,000 of that amount may be raised through Regulation CF.

  • Transfer restrictions:
    Securities issued through Regulation CF have a one year restriction on transfer from the date of purchase (except to certain qualified parties as specified under Section 4(a)(6) of the Securities Act of 1933), after which they become freely transferable. While securities issued through Regulation D are similarly considered "restricted securities" and investors must hold their securities indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available.

  • Use of Proceeds

    Investor Perks

    Tier 1: Investors who invest $2,500 - $4,999 will receive a 20% discount on all Rebuff Reality products and an additional quarterly investor email from the CEO.

    Tier 2: Investors who invest $5,000 - $9,999 will receive Tier 1 bonus perks plus your name added to the "Wall of Investors" inside the Rebuff VR Shop, and get to participate in annual group investor call with the CEO.

    Tier 3: Investors who invest $10,000 - $24,999 will receive Tier 1 & 2 bonus perks plus participation in a yearly group video chat session with the CEO and a Lucite stock certificate display showing the number of shares owned and Rebuff Reality logo (a "tombstone").

    Tier 4: Investors who invest $25,000 - $49,999 will receive Tier 1, 2 & 3 bonus perks plus participation in a yearly one-on-one video chat session with the CEO and are invited to attend a group leadership dinner in Miami.

    Tier 5: Investors who invest $50,000 or more will receive Tier 1, 2, 3 & 4 bonus perks plus are invited to a one-time private tour of a Rebuff Reality facility with the CEO.

    It is advised that you consult a tax professional to fully understand any potential tax implications of receiving investor perks before making an investment.

    Please note that due to share price calculations, some final investment amounts may be rounded down to the nearest whole share - these will still qualify for the designated perk tier. Additionally, investors must complete the online process and receive an initial email confirmation by the deadline stated above in order to be eligible for perks.

    Market Landscape

    Augmented Reality (AR), Virtual Reality (VR), and Mixed Reality (MR) Market Size - Worldwide from 2021 to 2024


    The global augmented reality (AR), virtual reality (VR), and mixed reality (MR) market is forecasted to reach $30.7 billion in 2021, and rise to almost $300 billion by 2024.

    What is AR/VR?

    AR/VR technology makes use of sensory devices to either virtually modify a user’s environment or completely immerse them in a simulated environment. Virtual reality devices typically consist of specially designed headsets that offer complete visual immersion into a simulated environment, while augmented reality relies on headsets that add virtual elements to a user’s actual environment. In 2020, sales of AR/VR headsets were projected to reach 5.5 million units. When it comes to VR/AR device sales by vendor, Sony’s PlayStation VR and Facebook’s Oculus VR headsets are the major VR headset products being sold on the market right now.

    VR and Gaming

    One major use of VR headsets is for gaming, as such devices allow gamers to have a full-immersive experience in the gaming world, be it a fantasy land or the driver’s seat of a racing car. There are different types of VR gaming headsets, including headsets for PC, console and premium mobile devices, as well as standalone devices. In 2019, of the overall VR gaming device shipments, 2.8 million units of standalone VR gaming headsets were shipped worldwide. VR headsets are becoming increasingly popular among gamers, and are considered by 37 percent of surveyed global game developers to be an important platform for future growth.

    Source: Statista

    Risks and Disclosures

    You are investing in a SAFE, not a convertible note. A SAFE is a convertible security that is not debt, while a convertible note is debt. A convertible note includes an interest rate and maturity date, at which time a noteholder would be able to demand repayment. A SAFE does not have these features. In addition, your investment in a SAFE will be subordinate to true unsecured debt. Both SAFEs and convertible notes convert into equity in a future priced equity round, but there is a chance they will never convert to equity. For SAFE’s in particular, again, there is no interest and no maturity, and repayment is not required.

    You may be subject to a different valuation cap from other investors in this Offering. The Company has an evaluated base valuation cap of $25,000,000. However, investors that invest earlier in the Offering may be rewarded with a lower valuation cap. Investors that have their subscription received no later than June 17, 2022 will be issued SAFEs with a valuation cap of $20,000,000. Investors that have their subscription received after June 17, 2022 but no later than June 24, 2022 will be issued SAFEs with a valuation cap of $22,500,000. Investors that have their subscription received after June 24, 2022 will be issued SAFEs with the base valuation cap of $25,000,000. Investors that invest earlier in the Offering are rewarded with a lower valuation cap, and their notes may therefore convert at a lower price. Investments made through the SeedInvest Auto Invest program will always receive SAFEs with a valuation cap of $25,000,000, regardless of the date the subscription was received. Other than the differences in the valuation cap described herein, there are no other differences between these SAFEs.

    The development and commercialization of the Company’s products and services are highly competitive. It faces competition with respect to any products and services that it may seek to develop or commercialize in the future. Its competitors include major companies worldwide. The market is an emerging industry where new competitors are entering the market frequently. Many of the Company’s competitors have significantly greater financial, technical and human resources and may have superior expertise in research and development and marketing approved services and thus may be better equipped than the Company to develop and commercialize services. These competitors also compete with the Company in recruiting and retaining qualified personnel and acquiring technologies. Smaller or early stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Accordingly, the Company’s competitors may commercialize products more rapidly or effectively than the Company is able to, which would adversely affect its competitive position, the likelihood that its services will achieve initial market acceptance and its ability to generate meaningful additional revenues from its products and services.

    The Company may be unable to maintain, promote, and grow its brand through marketing and communications strategies. It may prove difficult for the Company to dramatically increase the number of customers that it serves or to establish itself as a well-known brand in the competitive space. Additionally, the product may be in a market where customers will not have brand loyalty.

    Failure to obtain new clients or renew client contracts on favorable terms could adversely affect results of operations. The Company may face pricing pressure in obtaining and retaining their clients. Their clients may be able to seek price reductions from them when they renew a contract, when a contract is extended, or when the client’s business has significant volume changes. Their clients may also reduce services if they decide to move services in-house. On some occasions, pricing pressure results in lower revenue from a client than the Company had anticipated based on their previous agreement with that client. This reduction in revenue could result in an adverse effect on their business and results of operations.

    Further, failure to renew client contracts on favorable terms could adversely affect the Company's business. The Company's contracts with clients generally run for several years and include liquidated damage provisions that provide for early termination fees. Terms are generally renegotiated prior to the end of a contract’s term. If they are not successful in achieving a high rate of contract renewals on favorable terms, their business and results of operations could be adversely affected.

    Maintaining, extending, and expanding the Company's reputation and brand image are essential to the Company's business success. The Company seeks to maintain, extend, and expand their brand image through marketing investments, including advertising and consumer promotions, and product innovation. Increasing attention on marketing could adversely affect the Company's brand image. It could also lead to stricter regulations and greater scrutiny of marketing practices. Existing or increased legal or regulatory restrictions on the Company's advertising, consumer promotions and marketing, or their response to those restrictions, could limit their efforts to maintain, extend and expand their brands. Moreover, adverse publicity about regulatory or legal action against the Company could damage the Company's reputation and brand image, undermine their customers’ confidence and reduce long-term demand for their products, even if the regulatory or legal action is unfounded or not material to their operations.

    In addition, the Company's success in maintaining, extending, and expanding the Company's brand image depends on their ability to adapt to a rapidly changing media environment. The Company increasingly relies on social media and online dissemination of advertising campaigns. The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative posts or comments about the Company, their brands or their products on social or digital media, whether or not valid, could seriously damage their brand and reputation. If the Company does not establish, maintain, extend and expand their brand image, then their product sales, financial condition and results of operations could be adversely affected.

    Manufacturing or design defects, unanticipated use of the Company's products, or inadequate disclosure of risks relating to the use of the products could lead to injury or other adverse events. These events could lead to recalls or safety alerts relating to its products (either voluntary or required by governmental authorities) and could result, in certain cases, in the removal of a product from the market. Any recall could result in significant costs as well as negative publicity that could reduce demand for its products. Personal injuries relating to the use of its products could also result in product liability claims being brought against the Company. In some circumstances, such adverse events could also cause delays in new product approvals. Similarly, negligence in performing its services can lead to injury or other adverse events.

    Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving the Company’s products and services, and maintaining the integrity of the data that supports the safety and efficacy of its products. The Company's future success depends on their ability to maintain and continuously improve their quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in the Company or the Company's current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against the Company in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against the Company could have an adverse effect on their business and their reputation.

    A product recall or an adverse result in litigation could have an adverse effect on the Company's business, depending on the costs of the recall, the destruction of product inventory, competitive reaction, and consumer attitudes. Even if a product liability claim is unsuccessful or without merit, the negative publicity surrounding such assertions could adversely affect their reputation and brand image. The Company also could be adversely affected if consumers in their principal markets lose confidence in the safety and quality of their products.

    The Company is subject to rapid technological change and dependence on new product development. Their industry is characterized by rapid and significant technological developments, frequent new product introductions and enhancements, continually evolving business expectations and swift changes. To compete effectively in such markets, the Company must continually improve and enhance its products and services and develop new technologies and services that incorporate technological advances, satisfy increasing customer expectations and compete effectively on the basis of performance and price. Their success will also depend substantially upon the Company's ability to anticipate, and to adapt its products and services to its collaborative partner’s preferences. There can be no assurance that technological developments will not render some of its products and services obsolete, or that they will be able to respond with improved or new products, services, and technology that satisfy evolving customers’ expectations. Failure to acquire, develop or introduce new products, services, and enhancements in a timely manner could have an adverse effect on their business and results of operations. Also, to the extent one or more of their competitors introduces products and services that better address a customer’s needs, their business would be adversely affected.

    The Company depends on third party providers, suppliers and licensors to supply some of the hardware, software, and operational support necessary to provide some of their services. The Company obtains these materials from a limited number of vendors, some of which do not have a long operating history or which may not be able to continue to supply the equipment and services the Company desires. Some of their hardware, software, and operational support vendors represent their sole source of supply or have, either through contract or as a result of intellectual property rights, a position of some exclusivity. If demand exceeds these vendors’ capacity or if these vendors experience operating or financial difficulties, or are otherwise unable to provide the equipment or services the Company needs in a timely manner, at their specifications and at reasonable prices, their ability to provide some services might be materially adversely affected, or the need to procure or develop alternative sources of the affected materials or services might delay their ability to serve their customers. These events could materially and adversely affect the Company's ability to retain and attract customers, and have a material negative impact on their operations, business, financial results, and financial condition.

    Its international operations could be affected by a variety of parameters. These parameters may include currency fluctuations, capital and exchange controls, expropriation and other restrictive government actions, changes in intellectual property legal protections and remedies, trade regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to its products, as well as by political unrest, unstable governments and legal systems and inter-governmental disputes. Any of these changes could adversely affect its business. Many emerging markets have experienced growth rates in excess of the world’s largest markets, leading to an increased contribution to the industry’s global performance. There is no assurance that these countries will continue to sustain these growth rates.

    The Company does not hold regular board meetings. Although the Company is not legally required to conduct regular board meetings, holding these regular meetings can play a critical role in effective management and risk oversight. Regular board meetings can help ensure that management’s actions are consistent with corporate strategy, reflective of the culture of the business, and in line with the organization’s risk tolerance. There is no guarantee that the Company will hold regular board meetings in the future. The Company has confirmed that they do have board resolutions supporting all major decisions.

    The Company’s Board does not keep meeting minutes from its board meetings. Though the Company is a Florida Corporation and Florida does not legally require its corporations to record and retain meeting minutes, the practice of keeping board minutes is critical to maintaining good corporate governance. Minutes of meetings provide a record of corporate actions, including director and officer appointments and board consents for issuances, and can be helpful in the event of an audit or lawsuit. These record-keeping practices can also help to reduce the risk of potential liability due to failure to observe corporate formalities, and the failure to do so could negatively impact certain processes, including but not limited to the due diligence process with potential investors or acquirers. There is no guarantee that the Company’s board will begin keeping board meeting minutes.

    The Company projects aggressive growth. If these assumptions are wrong and the projections regarding market penetration are too aggressive, then the financial forecast may overstate the Company's overall viability. In addition, the forward-looking statements are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

    In general, demand for the Company's products and services is highly correlated with general economic conditions. A substantial portion of their revenue is derived from discretionary spending by individuals, which typically falls during times of economic instability. Declines in economic conditions in the U.S. or in other countries in which they operate may adversely impact their consolidated financial results. Because such declines in demand are difficult to predict, the Company or the industry may have increased excess capacity as a result. An increase in excess capacity may result in declines in prices for their products and services.

    The Company has outstanding liabilities. During the years presented in the financial review, the Company entered into promissory notes & loans agreements. The Company entered into a PayPal loan for a principal amount of $75,000, with an interest rate of 14% and a loan fee of approximately $2,800. This loan was taken in November 2020 and matured in November 2021. The Company entered into an Auto loan for a principal amount of approximately $15,800, with an interest rate of 3.37%. This loan was taken in December 2020 and matures in December 2025. The Company has an outstanding revolving demand note from HSBC Bank for an amount of $275,000, with an interest rate of 4.75%. This loan was taken in November 2021 and is payable on demand. During fiscal year 2020, the Company entered into a Forward Financing agreement with Shopify Capital Inc. in the amount of $372.900. It bears a remittance rate of 17%. The lender provides the Company with the advance amount of $330,000 in exchange for the sale of receivables to the lender. As of December 31, 2021 and December 31, 2020, the outstanding balances of this kind of financing is in the amount of $267,197 and $30,049, respectively.

    The Company has participated in related party transactions. The Company’s CEO and founder, Joseph Sciacchetano, owns 100% of a Chinese company in Chengdu, China, called Libafu Technology Ltd. The purpose of the company is to provide services to Rebuff Corp., including but not limited to: marketing, sales, design, and quality control of products. During 2021, Libafu Technology Ltd provided the services to Rebuff Corp in the amount of $785,000. Libafu is in the process of becoming a wholly owned subsidiary of Rebuff Corp; but was delayed due to COVID-19 pandemic situation in China and delays in government approval process of merger documents. During 2021, the Company paid for rental and business-related expenses of CEO and founder, Joseph Sciacchetano, in the amount of $297,451, who resides full-time in China.

    The Company has not prepared any audited financial statements. Therefore, investors have no audited financial information regarding the Company’s capitalization or assets or liabilities on which to make investment decisions. If investors feel the information provided is insufficient, then they should not invest in the Company.

    The outbreak of the novel coronavirus, COVID-19, has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The coronavirus pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of the novel coronavirus. Nevertheless, the novel coronavirus presents material uncertainty and risk with respect to the Funds, their performance, and their financial results.

    General Risks and Disclosures

    Start-up investing is risky. Investing in startups is very risky, highly speculative, and should not be made by anyone who cannot afford to lose their entire investment. Unlike an investment in a mature business where there is a track record of revenue and income, the success of a startup or early-stage venture often relies on the development of a new product or service that may or may not find a market. Before investing, you should carefully consider the specific risks and disclosures related to both this offering type and the company which can be found in this company profile and the documents in the data room below.

    Your shares are not easily transferable. You should not plan on being able to readily transfer and/or resell your security. Currently there is no market or liquidity for theseshares and the company does not have any plans to list these shares on an exchange or other secondary market. At some point the company may choose to do so, but until then you should plan to hold your investment for a significant period of time before a "liquidation event" occurs. A "liquidation event" is when the company either lists their shares on an exchange, is acquired, or goes bankrupt.

    The Company may not pay dividends for the foreseeable future. Unless otherwise specified in the offering documents and subject to state law, you are not entitled to receive any dividends on your interest in the Company. Accordingly, any potential investor who anticipates the need for current dividends or income from an investment should not purchase any of the securities offered on the Site.

    Valuation and capitalization. Unlike listed companies that are valued publicly through market-driven stock prices, the valuation of private companies, especially startups, is difficult to assess and you may risk overpaying for your investment. In addition, there may be additional classes of equity with rights that are superior to the class of equity being sold.

    You may only receive limited disclosure. While the company must disclose certain information, since the company is at an early-stage they may only be able to provide limited information about its business plan and operations because it does not have fully developed operations or a long history. The company may also only be obligated to file information periodically regarding its business, including financial statements. A publicly listed company, in contrast, is required to file annual and quarterly reports and promptly disclose certain events through continuing disclosure that you can use to evaluate the status of your investment.

    Investment in personnel. An early-stage investment is also an investment in the entrepreneur or management of the company. Being able to execute on the business plan is often an important factor in whether the business is viable and successful. You should be aware that a portion of your investment may fund the compensation of the company's employees, including its management. You should carefully review any disclosure regarding the company's use of proceeds.

    Possibility of fraud. In light of the relative ease with which early-stage companies can raise funds, it may be the case that certain opportunities turn out to be money-losing fraudulent schemes. As with other investments, there is no guarantee that investments will be immune from fraud.

    Lack of professional guidance. Many successful companies partially attribute their early success to the guidance of professional early-stage investors (e.g., angel investors and venture capital firms). These investors often negotiate for seats on the company's board of directors and play an important role through their resources, contacts and experience in assisting early-stage companies in executing on their business plans. An early-stage company may not have the benefit of such professional investors.

    Rebuff Reality's Form C

    The Form C is a document the company must file with the Securities and Exchange Commission, which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Download Rebuff Reality's  Form C

    Frequently Asked Questions

    About Side by Side Offerings
    What is Side by Side?

    A Side by Side offering refers to a deal that is raising capital under two offering types. This Side by Side offering is raising under Regulation CF and Rule 506(c) of Regulation D.


    What is a Form C?

    The Form C is a document the company must file with the Securities and Exchange Commission (“SEC”) which includes basic information about the company and its offering and is a condition to making a Reg CF offering available to investors. It is important to note that the SEC does not review the Form C, and therefore is not recommending and/or approving any of the securities being offered.

    Before making any investment decision, it is highly recommended that prospective investors review the Form C filed with the SEC (included in the company's profile) before making any investment decision.


    What is Rule 506(c) under Regulation D?

    Rule 506(c) under Regulation D is a type of offering with no limits on how much a company may raise. The company may generally solicit their offering, but the company must verify each investor’s status as an accredited investor prior to closing and accepting funds. To learn more about Rule 506(c) under Regulation D and other offering types check out our blog and academy.


    What is Reg CF?

    Title III of the JOBS Act outlines Reg CF, a type of offering allowing private companies to raise up to $5 million from all Americans. Prior capital raising options limited private companies to raising money only from accredited investors, historically the wealthiest ~2% of Americans. Like a Kickstarter campaign, Reg CF allows companies to raise funds online from their early adopters and the crowd. However, instead of providing investors a reward such as a t-shirt or a card, investors receive securities, typically equity, in the startups they back. To learn more about Reg CF and other offering types check out our blog and academy.


    Making an Investment in Rebuff Reality
    How does investing work?

    When you complete your investment on SeedInvest, your money will be transferred to an escrow account where an independent escrow agent will watch over your investment until it is accepted by Rebuff Reality. Once Rebuff Reality accepts your investment, and certain regulatory procedures are completed, your money will be transferred from the escrow account to Rebuff Reality in exchange for your securities. At that point, you will be a proud owner in Rebuff Reality.


    What will I need to complete my investment?

    To make an investment, you will need the following information readily available:

    1. Personal information such as your current address and phone number
    2. Employment and employer information
    3. Net worth and income information
    4. Your accredited investor status
    5. Social Security Number or passport
    6. ABA bank routing number and checking account number (typically found on a personal check or bank statement) or debit card information, unless paying via a Wire transfer.

    How much can I invest?

    Non-accredited investors are limited in the amount that he or she may invest in a Reg CF offering during any rolling 12-month period:

    • If either the annual income or the net worth of the investor is less than $107,000, the investor is limited to the greater of $2,200 or 5% of the greater of his or her annual income or net worth.
    • If the annual income and net worth of the investor are both greater than $107,000, the investor is limited to 10% of the greater of his or her annual income or net worth, to a maximum of $107,000.

    Separately, Rebuff Reality has set a minimum investment amount of US $1,000.

    Accredited investors do not have any investment limits.


    After My Investment
    What is my ongoing relationship with the Issuer?

    You are a partial owner of the company, you do own securities after all! But more importantly, companies which have raised money via Regulation CF must file information with the SEC and post it on their websites on an annual basis. Receiving regular company updates is important to keep shareholders educated and informed about the progress of the company and their investment. This annual report includes information similar to a company’s initial Reg CF filing and key information that a company will want to share with its investors to foster a dynamic and healthy relationship.

    In certain circumstances a company may terminate its ongoing reporting requirement if:

    1. The company becomes a fully-reporting registrant with the SEC
    2. The company has filed at least one annual report, but has no more than 300 shareholders of record
    3. The company has filed at least three annual reports, and has no more than $10 million in assets
    4. The company or another party purchases or repurchases all the securities sold in reliance on Section 4(a)(6)
    5. The company ceases to do business

    However, regardless of whether a company has terminated its ongoing reporting requirement per SEC rules, SeedInvest works with all companies on its platform to ensure that investors are provided quarterly updates. These quarterly reports will include information such as: (i) quarterly net sales, (ii) quarterly change in cash and cash on hand, (iii) material updates on the business, (iv) fundraising updates (any plans for next round, current round status, etc.), and (v) any notable press and news.


    How can I sell my securities in the future?

    Currently there is no market or liquidity for these securities. Right now Rebuff Reality does not plan to list these securities on a national exchange or another secondary market. At some point Rebuff Reality may choose to do so, but until then you should plan to hold your investment for a significant period of time before a “liquidation event” occurs. A “liquidation event” is when Rebuff Reality either lists their securities on an exchange, is acquired, or goes bankrupt.


    How do I keep track of this investment?

    You can return to SeedInvest at any time to view your portfolio of investments and obtain a summary statement. If invested under Regulation CF you may also receive periodic updates from the company about their business, in addition to monthly account statements.


    Other General Questions
    What is this page about?

    This is Rebuff Reality's fundraising profile page, where you can find information that may be helpful for you to make an investment decision in their company. The information on this page includes the company overview, team bios, and the risks and disclosures related to this investment opportunity. If the company runs a side by side offering that includes an offering under Regulation CF, you may also find a copy of the Rebuff Reality's Form C. The Form C includes important details about Rebuff Reality's fundraise that you should review before investing.


    How can I (or the company) cancel my investment under Regulation CF?

    For offerings made under Regulation CF, you may cancel your investment at any time up to 48 hours prior to the offering end date or an earlier date set by the company. You will be sent a notification at least five business days prior to a closing that is set to occur earlier than the original stated end date giving you an opportunity to cancel your investment if you have not already done so. Once a closing occurs, and if you have not canceled your investment, you will receive an email notifying you that your securities have been issued. If you have already funded your investment, your funds will be promptly refunded to you upon cancellation. To cancel your investment, you may go to your account's portfolio page by clicking your profile icon in the top right corner.


    What if I change my mind about investing?

    If you invest under any other offering type, you may cancel your investment at any time, for any reason until a closing occurs. You will receive an email when the closing occurs and your securities have been issued. If you have already funded your investment and your funds are in escrow, your funds will be promptly refunded to you upon cancellation. To cancel your investment, please go to your account's portfolio page by clicking your profile icon in the top right corner.